Groupe Renault - 2019 Universal Registration Document

03

COMPOSITION, PREPARATION AND ORGANISATION OF THE BOARD OF DIRECTORS CORPORATE GOVERNANCE

Audit, Risks and Compliance Committee (CARC)

3.1.6.1

NUMBER OF MEMBERS

NUMBER OF MEETINGS

MEMBERS AS OF DECEMBER 31, 2019

6

11 2019

Ms Sourisse * (Chairwoman) P Mr Derez * P Mr Fleuriot * P

Mr Ostertag ** P Mr Thomas * P Mr Vial P

8

6

vs

vs

2019

2018

2018

PERCENTAGE OF INDEPENDENT DIRECTORS **

ATTENDANCE RATE

Independent Director. * In accordance with the recommendations of the **

80%

92.3%

83.3%

90.7%

AFEP-MEDEF Code, the director representing employee shareholders is not taken into account when calculating the independence rate.

vs.

vs.

2019

2018

2019

2018

Composition The Board Charter lists the principles for the composition of CARC.

Excerpt of the Board Charter provisions governing the composition of CARC The CARC is composed of three (3) to six (6) members appointed by the Board, and at least two-thirds (2/3) of such members shall be selected from among the Independent Directors. It may not include any senior executive officer. Directors members of the CARC shall hold qualifications or have technical or managerial experience in the financial or accounting fields.

Upon their appointment, CARC members shall receive information on the Company’s specific accounting, financial, extra-financial and operational features. The CARC meets at least four (4) times a year, before each closing of the annual and half-yearly financial statements. It meets when convened by the Chair of the committee or at the request of half of its members.

The CARC Chair, selected from among the Independent Directors on the proposal of the Governance and Compensation Committee, shall be appointed or reappointed after a specific examination by the Board. The composition of CARC has been designed to ensure that all its members have finance and/or accounting skills or appropriate professional experience in the areas within the CARC’s remit (see the biographical information on the directors concerned in chapter 3.1.3 of the Universal registration document). Ms Pascale Sourisse has had a career in management positions in various large companies in France and abroad. Before her appointment as Chair of the CARC, she had been a member of that committee since 2010. Mr Derez is Chairman and Chief Executive Officer of Covéa. He has held and currently holds numerous offices in insurance companies. His experience allows him to participate in this committee and enrich its work. Mr Pierre Fleuriot, former General Manager of the Commission des Opérations de Bourse (now French Securities Market Authority), has held various positions at the head of international banking institutions. This professional experience gives him particular legitimacy to participate in this committee.

Mr Benoît Ostertag is a director representing employee shareholders. He has received specific training for the role of director, including training covering the accounting and financial aspects of company management. His thorough knowledge of the Company enables him to have a firm grasp of the committee’s business and actively take part in it. Mr Thomas has had a career as the head of large international groups. His experience, which was acquired in particular as manager of the Hermès group for ten years, gives him the ability to participate actively in all discussions of this committee. Mr Martin Vial, Head of the French State Holding Agency (Agence des Participations de l’État) since August 24, 2015, has been a director of many companies with public shareholding.

290 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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